These general terms and conditions for wholesale (hereinafter referred to as “terms and conditions”) apply to contracts concluded via the Naarden online shop located on the web interface www.naarden.cz (hereinafter referred to as “web interface”) between
by our company
Naarden International s.r.o., with registered office at Praha 6 – Bubeneč, Náměstí Interbrigády 640/8, Postal Code 16000

ID: 05737729
DIC: CZ05737729

registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 141860
Delivery address: Naarden International , s.r.o., Karlovarská Business Park, Na Hůrce 1077/4a, 161 00 Praha 6
Phone number: +420 724 805 748
Contact e-mail: tprusek@naarden.cz
as the seller

and an entrepreneur in the course of his business or a legal person
as buyers

(both hereinafter collectively referred to as the “Parties”).

1. Introductory provisions
1.1. The Terms and Conditions define and specify the basic rights and obligations of the contracting parties when concluding a contract for the sale of goods or any other contract referred to herein (hereinafter collectively referred to as the “Contract”) via the web interface, by e-mail, in person or in any other manner currently available to the Seller.
1.2. The goods sold on the web interface and under these terms and conditions are intended for growing plants under artificial light for ornamental or collecting purposes.
1.3 The provisions of the Terms and Conditions are an integral part of the contract. Provisions deviating from the terms and conditions may be agreed in the contract. Deviating provisions in the contract take precedence over the provisions of the terms and conditions. The Seller may change or supplement the wording of the Terms and Conditions. The rights and obligations of the contracting parties shall always be governed by the wording of the terms and conditions under which they arose. The rights and obligations of the contracting parties are further governed by the Complaints Procedure, the Terms of Use of the web interface and the conditions and instructions set out on the web interface, in particular when concluding the contract. The Complaints Procedure, the Terms of Use of the web interface and the conditions and instructions set out on the web interface are part of these terms and conditions. In matters not regulated herein, the relations of the parties shall be governed by legal regulations, in particular Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”).
1.4. The contract and the terms and conditions are in Czech language. The contract may be concluded in the Czech language, unless the parties expressly agree on another language.
1.5. In order to be subject to these terms and conditions, the buyer must register on the web interface (the registration conditions are governed by the Terms of Use of the web interface) and fill in the required data (in particular the registration number). The Seller reserves the right, at its sole discretion, to decide whether to allow the Buyer to purchase under these Terms and Conditions. The seller has this right throughout the contractual relationship. The buyer is also obliged to prove that he is an entrepreneur by sending a copy of the trade or other license or extract from the commercial register to the seller’s contact e-mail.
1.6. By sending the order, the buyer confirms that he/she has read and agrees to these terms and conditions.

2. Order and conclusion of the contract
2.1. The web interface provides a list of goods including a description of the main features of each item. The presentation of the goods on the web interface is informative and does not constitute a proposal of the Seller to conclude a contract within the meaning of § 1732 para. 2 of the Civil Code. In order to conclude the contract, the buyer must send the order and the seller must accept the order. By submitting an order, the buyer confirms that he/she has read and accepts these terms and conditions.
2.2. The order is sent via the user account on the web interface or in another way as agreed by the parties. Access to the user account is created by registration, during which the buyer enters all the required data. After verification and approval of the registration, the buyer will be allowed to place the order.
The order must always contain the exact name of the ordered goods (or the numerical designation of the goods), the number of pieces of goods and the chosen method of payment and transport.
Prior to the binding dispatch of the order, the buyer is provided with a recapitulation of the order, in particular the type and quantity of goods, the delivery address and the final price, including the delivery costs and any charges associated with the chosen payment method. In the recapitulation, the buyer has the last opportunity to change the entered data. The buyer places a binding order via the “Order” button. The information given in the binding order is considered correct by the Seller. The buyer will be informed of the receipt of the order by the seller.
2.3. The Seller is not obliged to confirm the received order. An unconfirmed order is not binding for the seller. The Seller is entitled to verify the order in case of doubt about the authenticity and seriousness of the order. Unverified orders may be refused by the Seller.
2.4. The contract is concluded at the moment when the buyer has received the acceptance of the binding order from the seller. Should acceptance not occur, the contract is concluded at the moment when the buyer pays the full purchase price.
2.5. The Buyer may cancel orders not yet accepted by the Seller by telephone or e-mail message at the contact telephone number, respectively. e-mail address of the seller. All orders accepted by the Seller are binding.
2.6. In the event of cancellation of an order by the buyer that has already been accepted by the seller, the seller is entitled to a cancellation fee of 50% of the price of the goods.
2.7. In the event that there is an obvious technical error on the part of the Seller when indicating the price of the goods in the web interface or during the ordering process, the Seller is not obliged to deliver the goods to the Buyer for this obviously erroneous price even if the Buyer has been sent an acceptance of the order in accordance with these Terms and Conditions.
2.8. The Seller shall notify the Buyer if the price indicated for the goods in the web interface or during the ordering process is no longer current. If the buyer does not agree to the price increase, the seller reserves the right to withdraw from the contract.

3. Payment terms
3.1. The buyer has the option to pay the purchase price for the goods to the seller in addition to the other methods listed in the web interface or individually agreed upon by any of the methods listed below:
cash on delivery or personal collection;
in cash before delivery of the goods by transfer to the seller’s bank account (instructions will be communicated to the buyer in the order confirmation).
The Seller is entitled not to allow payment for the goods after delivery. This payment method is usually reserved for regular customers. Unless otherwise agreed, the invoice is attached to the goods together with the delivery note.
3.2. When paying in cash, the price is payable on receipt of the goods. In the case of non-cash payment, the price is payable within 10 days of receipt of the order, unless otherwise agreed by the parties. The buyer’s obligation to pay the price of the goods is fulfilled in case of non-cash payment at the moment of crediting the relevant amount to the seller’s account.
3.3. In the event of non-compliance with the due date according to these terms and conditions, the buyer may be charged interest on late payment at the rate of 0.5% of the amount due for each day of delay. The Seller’s right to compensation for damages incurred by the Buyer’s delay is not affected.
3.4. In the event of the Buyer’s default in payment of the price of the goods, the Seller is also entitled to suspend further agreed deliveries of the goods until all outstanding obligations of the Buyer have been paid.
3.5. The Seller reserves the ownership of the goods in accordance with § 2132 of the Civil Code until the purchase price is paid in full.
3.6. Payment for goods is possible only in Czech crowns (CZK).

4. Delivery terms
4.1. The Seller is obliged to deliver the goods to the Buyer in the agreed manner, properly packed and equipped with the necessary documents. The necessary documents are in particular manuals, certificates, delivery notes, invoices and other documents necessary for the acceptance and use of the goods. Unless otherwise agreed, the documents are provided in the Czech language.
4.2. Goods that are in stock are usually dispatched by the seller within 3 working days of receipt of payment, respectively. acceptance of a binding order by the seller if payment is made on delivery, or as agreed with the buyer if the buyer uses the option to pick up the goods in person at the seller. Goods that are not in stock are dispatched by the Seller as soon as possible. The buyer is informed of the exact date in advance.
4.3. Delivery methods and costs are listed on the web interface. The specific method of delivery will be selected by the buyer in the order and confirmed by the seller in the acceptance of the order. In the event that the buyer does not select the method of transport in the order, the seller determines it.
4.4. In the event that, for reasons on the part of the Buyer, it is necessary to deliver the goods repeatedly or in a manner other than agreed, the Buyer is obliged to pay the costs associated with such delivery.
4.5. The delivery of the goods to the buyer is deemed to be the handover of the goods to the first carrier. Upon delivery of the goods, the risk of damage to the goods passes to the buyer.
4.6. The seller is not liable for any damage to the goods caused during transport. The buyer must claim any right to compensation for damaged goods directly from the carrier.
4.7. Before taking over the goods, the buyer is obliged to check the integrity of the packaging of the goods and immediately notify the carrier of any defects. A report will be written about the defects. If a defect report is not drawn up, the buyer loses the claims arising from the damaged packaging of the goods.
4.8. Immediately upon receipt of the goods, the buyer is obliged to inspect the goods, in particular to check the number of pieces of goods and their completeness. In the event of discovering a discrepancy, the buyer is obliged to notify the seller without undue delay, but no later than within 3 working days of receipt of the goods. The Buyer is obliged to document any defects found in a suitable manner and send this documentation to the Seller together with the defect notification.

5. Withdrawal from the contract
5.1. Until the goods are accepted by the buyer, the seller is entitled to withdraw from the contract at any time. In this case, the Seller shall refund the Purchase Price already paid by the Buyer to the Buyer, without cash, to the account communicated to him for this purpose by the Buyer or to the account from which the funds were transferred to pay the Purchase Price (unless the Buyer does not communicate any within 5 days of withdrawal to the Seller).
5.2. The seller is also entitled to withdraw from the contract if the buyer is in default of payment of the purchase price of the goods for more than 4 weeks.
5.3. The buyer is entitled to withdraw from the contract if the seller is in delay with the delivery of the goods for more than 4 weeks from the agreed delivery date.
5.4. The buyer is not entitled to withdraw from the contract in respect of goods that have been delivered properly, on time and without defects, and also in respect of goods that have been modified according to the buyer’s wishes.
5.5. Withdrawal from the contract must be made in writing and, in the case of contracts negotiated electronically, also electronically. Withdrawal from the contract is effective upon delivery of the notice of withdrawal to the other party.
5.6. If a gift has been provided together with the goods, the gift contract shall cease to be effective upon withdrawal by either party.

6. Rights from defective performance
6.1. The conditions for exercising rights from defective performance are governed by the Seller’s Complaints Procedure.

7. Protection of trade secrets and commercial policy of the Seller
7.1. During the negotiation of the contract and its performance, information may be disclosed to the buyer that is marked as confidential or whose confidentiality is due to its nature. The buyer undertakes to provide the following information in particular:
kept confidential;
not to disclose them to any other person without the seller’s consent;
not to use them for any purpose other than the performance of the contract;
not to take advantage of it in any other damaging way.
7.2. Furthermore, the Buyer undertakes not to make copies of the documents submitted to him by the Seller without the Seller’s consent.

8. Final provisions
8.1. If the relationship related to the use of the web interface or the legal relationship established by the contract contains an international (foreign) element, then the parties agree that the relationship is governed by Czech law.
8.2. If any provision of the Terms and Conditions is or becomes invalid or ineffective or unenforceable, the invalid provision shall be replaced by a provision whose meaning is as close as possible to the invalid provision. The invalidity or ineffectiveness or inapplicability of one provision shall not affect the validity of the other provisions. Amendments and supplements to the contract or terms and conditions require a written form.

These terms and conditions are valid and effective from 31.5.2021